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EXHIBIT 10.12
OXFORD AUTOMOTIVE, INC.
0000 Xxxxxxxxxx Xxxxxxx
Xxxx, Xxxxxxxx 00000
March 30, 1999
Xx. Xxxxxxxx Xxxxxxx
0000 X. Xxxxxxx
Xxxxxxxxx Xxxxx, XX 00000
Dear Aurelian:
In connection with Oxford Automotive, Inc. (the "Company") offering you
employment with the Company and you accepting employment with the Company, we
would like to spell out the confidentiality and noncompetition requirements of
your employment. This letter agreement shall be deemed to be effective as of
February 9, 1999.
We agree that the trade secrets of or other confidential information
about the Company and its vendors, customers, and employees are the sole and
exclusive property of the Company. Accordingly, you will not, during or after
your employment with the Company, disclose any such trade secrets or
confidential information to anyone for any purpose, except in connection with
the performance of your duties to the Company or as required by law.
In the event of the termination of your employment with the Company,
for whatever reason, you agree promptly to deliver to the Company all written or
recorded materials regarding such trade secrets or confidential information and
you shall not retain or transfer any copies of such information to anyone other
than the Company.
Finally, we agree that the Company is entitled to be protected from the
possibility that you may compete with the Company in the event of the
termination of your employment with the Company, for whatever reason. Therefore,
for a two year period beginning on the effective date of the termination of your
employment with the Company, you shall not, directly or indirectly:
(a) own, be employed by or serve as an independent
contractor to any automotive supplier that competes
with the Company in the United States, Canada or
Mexico in the metal forming or stamping industry;
(b) take any action that could cause any customer or
supplier of the Company to cancel, reduce or
materially change their business with the Company; or
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Xx. Xxxxxxxx Xxxxxxx
January 19, 1999
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(c) hire or attempt to hire any employee of or exclusive
consultant to the Company or encourage any employee
of or exclusive consultant to the Company to
terminate his or her employment or consulting
relationship with the Company.
We agree that if either of us breaches or threatens to breach any term
of this agreement, the other shall, in addition to any other rights and
remedies, be entitled to immediate injunctive relief or a decree of specific
performance of this Agreement, without the necessity of showing any irreparable
injury or special damages.
If you agree with the terms of this letter agreement, please sign in
the space provided below.
Yours truly,
OXFORD AUTOMOTIVE, INC.
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
I agree with the terms of this letter agreement.
/s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx
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Xx. Xxxxxxxx Xxxxxxx
January 19, 1999
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DESCRIPTION OF SEVERANCE ARRANGEMENT WITH XX. XXXXXXX
Xx. Xxxxxxx'x employment is at will and can be terminated by either
party at any time with or without cause for any reason whatsoever upon 30 days
notice. If the Company terminates Xx. Xxxxxxx'x employment unilaterally without
cause, the Company shall pay Xx. Xxxxxxx severance equal to three months of his
base salary, payable monthly and continue his other employee benefits for three
months. Cause is defined as being dismissed for dishonesty, for conviction of a
felony, for material incompetence in the performance of one's job, or for a
material breach of company policies or of the Company's shareholder agreement.
